§415B-98 Involuntary dissolution, ordered by director; reinstatement. (a) Whenever the director certifies that a corporation has given any cause for dissolution pursuant to section 415B-97, the director may declare the corporation dissolved. Before the director may declare a corporation dissolved, the director shall:

(b) Parties of interest may petition a court of competent jurisdiction to appoint a trustee to settle the affairs of any corporation so dissolved. If any trustee is appointed to settle the affairs of the corporation the trustee shall pay to the State out of any funds under the control of the trustee, a sum equal to any penalty imposed under section 415B-157.

(c) If a trustee is not appointed by a court of competent jurisdiction, the last directors of the dissolved corporation shall be and act as trustees for the creditors and shareholders of the dissolved corporation with full powers to settle its affairs.

(d) In each case where the director has given a corporation notice of intention to dissolve the corporation on the grounds that its articles of incorporation have been procured through fraud, the corporation shall be entitled to petition for an administrative hearing under chapter 91 and shall give written notice to the director thereof, before the director may declare the corporation dissolved under subsection (a) of this section.

(e) The director shall, in each case, deliver a copy of the decree of dissolution to the director of taxation and to the finance officer of each county.

(f) Within two years after the involuntary dissolution of a corporation under this section, the corporation may be reinstated by the director upon written application executed by any two officers of the corporation setting forth such information as the director may require, and the payment of all delinquent fees, penalties, assessments, taxes, costs of involuntary dissolution, and the filing of all reports due and unfiled. Within the applicable reinstatement period, should the name of the corporation, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited liability company, or limited liability partnership, or such name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the involuntarily dissolved corporation pursuant to the amendment provisions of this chapter.

(g) A corporation whose articles of incorporation have expired shall cease to exist by operation of law. [L 1985, c 270, pt of §1; am L 1987, c 135, §174; am L 1993, c 174, §6; am L 1996, c 92, §11; am L 1998, c 2, §99; am L 1999, c 249, §21]